Termination of Service as a Director Other Than Due to Death, Disability or Cause. Participant may exercise the vested portion of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.
Termination of Participant’s Service as a Director Other Than Due to Death, Disability or Cause. Participant may exerciseBy Reason of Participant’s Death. In the vestedevent Participant’s service as a Director is terminated by reason of Participant’s death, unless the Options have earlier terminated, any unvested portion of the Options for a periodshall become immediately and fully vested as of the date of termination. Vested Options may be exercised at any time within twelve (12) months following the date of termination (but in no event later than the Option Expiration Date) following any terminationby Participant’s executor or personal representative or the person to whom the Options shall have been transferred by will or the laws of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failuredescent and distribution, but only to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled tocould exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.termination.
Termination of Service as a Director Other Than Due to Death, Disability orRemoval for Cause. Participant may exerciseUpon the vested portion of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below)Cause, unless the Options have earlier terminated, the Options (whether vested or not) shall immediately terminate in their entirety and shall thereafter not be exercisable to any extent whatsoever; provided that Company, in its discretion, may, by reasonwritten notice to Participant given as of the date of Removal for Cause, authorize Participant to exercise any vested portion of the Options for a period of up to thirty (30) days following Participant’s death or Disability (as defined below). To the extenttermination of service due to Removal for Cause, provided that in no event may Participant is not entitled to exercise the Options atafter the dateOption Expiration Date. For purposes of terminationthis Agreement, “Removal for Cause” shall mean a removal of serviceParticipant as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercisesmember of the Options,Board by Company’s stockholders pursuant to applicable corporate laws governing the Options shall terminate.removal of Directors.
Termination other than for Death or Disability. If the services of Servicea Participant as a Director Other Than Due to Death, Disabilitydirector of the Company terminate for any reason other than for death or Cause.disability, the Participant may exercise his or her Stock Options until the vested portionfirst anniversary of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of such termination, but only to the extent such Stock Options were vested on the termination date, subject to earlier expiration of servicesuch Stock Options pursuant to Section 2.2(b)(i). Upon a termination described in this Section 2.2(c)(i), the Participant shall relinquish all rights with respect to Stock Options that are not vested as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-of such termination of service exercises of the Options, the Options shall terminate.date.
Termination of Service as a Director Other Than Due to Death, Disability or Cause. Participant may exercise the vested portion of the Options for a period of twelve (12) months (butDirectors. Unless otherwise provided in no event later than the Option Expiration Date) following anyAgreement, upon the termination of Participant’a Director’s service as a Directormember of Company (including termination of service bythe Board for any reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than Retirement, Disability, Change in Control or death, the Director’s Options shall be exercisable only as to those Shares which were immediately exercisable by the Director at the date of termination. Unless otherwise provided in the Option Agreement, in the event of the death, Retirement or Disability of a Director, all Options held by the Director shall become immediately exercisable; and upon termination of Participant’the Director’s service due to or within 12 months after a Change in Control, all Options held by the Director shall become immediately exercisable. Options granted to a Director shall expire and no longer be exercisable upon the earlier of # one hundred twenty (120) months following the date of grant, or # three (3) years following the date on which the Director ceases to serve as a Director due to Removal for Cause (as defined below) or by(for any reason of Participant’s death or Disability (as defined below)other than Cause). To the extent Participant is not entitled to exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.
Termination of Service as a Director Other Than Due to Death, Disability or Cause. Participant may exercisefor Directors. Upon the vested portion of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’a Director’s service as a Directormember of Company (including termination of service bythe Board for any reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than Retirement, Disability, Change in Control or death, the event of a termination of Participant’Director’s serviceOptions shall be exercisable only as ato those Shares which were immediately exercisable by the Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of termination. In the event of the death, Retirement or Disability of a Director, all Options held by the Director shall become immediately exercisable. Upon termination of the Director’s service due to or within 12 months after a Change in Control, all Options held by the Director shall become immediately exercisable. Options granted to a Director shall expire and no longer be exercisable upon the earlier of # one hundred twenty (120) months following the date of grant, or # three (3) years following the date on which the Director ceases to serve as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.Director (for any reason other than Cause).
Termination of Participant’s Service as a Director Other Than DueBy Reason of Participant’s Disability. In the event that Participant ceases to Death, Disability or Cause. Participant may exercisebe a Director by reason of Participant’s Disability, unless the vestedOptions have earlier terminated, any unvested portion of the Options for a periodshall become immediately and fully vested as of the date of termination. Participant (or Participant’s attorney in fact, conservator or other representative on behalf of Participant) may, but only within twelve (12) months (butfrom the date of such termination of service as a Director (and in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure, exercise the Options to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is notwas otherwise entitled to exercise the Options at the date of such termination of service as a Director, or if Participant does not exercise the Optionsservice. For purposes of this Agreement, “Disability” shall mean Participant’s becoming “permanently and totally disabled” within the time specified in the Plan or this Agreement for post-terminationmeaning of service exercisesSection 22(e)(3) of the Options,Code or as otherwise determined by the OptionsCommittee in its discretion. The Committee may require such proof of Disability as the Committee in its sole and absolute discretion deems appropriate, and the Committee’s determination as to whether Participant has incurred a Disability shall terminate.be final and binding on all parties concerned.
TerminationIn the event that an Outside Director to whom an option has been granted under the Plan shall cease to serve on the Board of ServiceDirectors, otherwise than by reason of death or disability, such option may be exercised (to the extent that the Outside Director is entitled to do so at the time of such option exercise) at any time and from time to time within six (6) months after such cessation of service, but not thereafter, and in no event after the date on which, except for such cessation of service, the option would otherwise expire; provided, however, that, in the event an Outside Director to whom an option has been granted under the Plan shall cease to serve on the Board of Directors but shall have been designated as a Director Other Than DueEmeritus, his or her option shall continue to Death, Disabilitybe exercisable (to the extent his or Cause. Participant may exerciseher option has become exercisable at the vested portiontime of such exercise) until six (6) months after termination of his or her Director Emeritus status or expiration of the Options for a period of twelve (12) months (but in no event later than the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.option, whichever occurs first.
Termination of ServiceIf for any reason, except death or disability as provided below, the Optionee ceases to act as a Director Other Than Due to Death, Disability or Cause. Participant may exercise the vested portiondirector of the Company, all Options for a period of twelve (12)may be exercised by the Optionee at any time and up until three months (but in no event later thanfollowing the Option Expiration Date) following any termination of Participant’s service as a Director of Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than in the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of termination of service as a Director, or if Participant does not exercise the Options within the time specified in the Plan or this Agreement for post-termination of service exercises of the Options, the Options shall terminate.service.
Termination of Service as a DirectorBoard of Directors Membership Other Thanthan Due to Death, Disability or Cause.Retirement. If, prior to the Option Termination Date, the Participant may exerciseceases to be a member of the Board of Directors (otherwise than by reason of death, Disability or Retirement), the nonvested portion of the Option shall be canceled and the vested portion of the Options for a periodOption, to the extent not previously exercised, shall remain exercisable until the earlier of twelve (12) months (but in no event later than# the Option Expiration Date) following anyTermination Date and # the sixtieth (60th) day after the date the Participant ceases to be a member of the Board of Directors, and thereafter all Options, to the extent not previously exercised, shall terminate together with all other rights hereunder. This Option shall be wholly void and of no effect after the Option Termination Date. For purposes of this Agreement, "Disability" shall mean disability within the meaning of Section 22(e)(3) of the Code, and "Retirement" shall mean termination of Participant’s service as a Directormember of the Board of Directors on or after age 60, or on or after age 58 with at least 15 years of "Service" to the Company (including termination of service by reason of Participant’s resignation, failure to be re-elected or failure to be nominated for re-election), other than inimmediately preceding such termination. For this purpose, "Service" means the event of a termination of Participant’s service as a Director due to Removal for Cause (as defined below) or by reason of Participant’s death or Disability (as defined below). To the extent Participant is not entitled to exercise the Options at the date of terminationperiod of service as a Director, or if Participant does not exercisemember of the Options within the time specified in the Plan or this Agreement for post-terminationBoard of Directors immediately preceding Retirement, plus any prior periods of service exercisesas a member of the Options,Board of Directors of one or more years' duration, unless they were succeeded by a period of non-service as a member of the Options shall terminate.Board of Directors of at least three years' duration.
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